UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2004 INDUSTRIES INTERNATIONAL, INCORPORATED (Exact name of Registrant as specified in charter) Nevada 000-32053 87-0522115 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 4/F Wondial Building, Keji South 6 Road Shenzhen High-Tech Industrial Park, Shennan Road Shenzhen, China (Address of principal executive offices) Registrant's telephone number, including area code: 011-86-755-26520839 Item 5. Other Events and Regulation FD Disclosure On February 25, 2004, Industries International, Incorporated (the "Company") completed a private equity financing pursuant to which it raised gross proceeds of $5,800,000. The financing was arranged by HPC Capital Management Corporation, an investment banking firm. The transaction was a unit offering pursuant to which the Company sold a total of 2,521,745 shares of common stock together with warrants to purchase an additional 756,530 shares of common stock. The price per unit was $2.30 and the warrant exercise price is $2.70 per share. Eleven investors participated in the transaction. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INDUSTRIES INTERNATIONAL, INCORPORATED /s/ Kit Tsui --------------------------- Chief Executive Officer Dated: February 27, 2004